LMX FRFP 80GSFC23R0013.pdf

80GSFC23R0013

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO BE PROVIDED (SEP 2017)

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to deliver and/or perform the items below in accordance with the Statement of Work (SOW), incorporated as Attachment A.

Item Description Quantity

Reference Delivery Schedule Delivery

Method/Addressee(s)

Services and

Deliverables in accordance with

Attachment A, SOW

As Defined in

Attachment A, SOW

As Defined in

Attachment A, SOW

As Defined in

Attachment A, SOW

Engineering

Development Model

(EDM)

SOW Section 5 and

Attachment G

Prior to start of FM-1 integration

Instrument Contractor

Facility (As Defined in

Attachment G)

3 Flight Model (FM)1

SOW Section 6 September 2029 Spacecraft Contractor

Facility

4 Flight Model 2

SOW Section 10 September 2031 Spacecraft Contractor

Facility

Parts for FM3 and

FM4

2 sets SOW Section 10

Part of same buy as

FM1 and FM2

Instrument Contractor

Facility

Flight Mode1 3

(Option 1)

1 SOW Section 11

September 2033

Spacecraft Contractor

Facility

Flight Mode1 4

(Option 2)

1 SOW Section 12

November 2034

Spacecraft Contractor

Facility

Flight Software

Development

Environment

SOW 8.3 Prior to FM-1 PSR As defined in the SOW

Ground Processing

Demonstration

System (GPDS)

SOW 8.5 Prior to FM-1 PSR As defined in the SOW

Instrument Hardware

Simulator (IHS)

1-S/C vendor

1-Ground vendor

2-NSOF

SOW 8.6 Prior to FM-1 PER

1-S/C Contractor

Facility

1-Ground Contractor

Facility

2-NSOF

Instrument Software

Simulator executable

SOW 8.7 Prior to FM-1 PER As defined in the SOW

Instrument Software

Simulator

Development

SOW 8.7 Prior to FM-1 PSR As defined in the SOW

Environment (SSDE)

Electrical System Test

Equipment

(Contractor’s facility)

SOW 8.1

Prior to start of FM-1

Integration As defined in the SOW

Electrical System Test

Equipment

(Observatory

Contractor’s facility)

SOW 8.1 Prior to FM-1 PSR Spacecraft Contractor

Facility

Lifting/Handling

Fixtures for

Contractor’s facility

N/A

SOW 8.2

Prior to start of FM-1 integration As defined in the SOW

Lifting/Handling

Fixtures for

Observatory facility

SOW 8.2 Prior to FM-1 PSR Spacecraft Contractor

Facility

Shipping/Storage

Containers/Purge

Carts – FM1

SOW 8.2 Prior to FM-1 PSR As defined in the SOW

Shipping/Storage

Containers/Purge

Carts – FM2

SOW 8.2 Prior to FM-2 PSR As defined in the SOW

Shipping/Storage

Containers/Purge

Carts – Option1 FM3

SOW 8.2 Prior to FM-3 PSR As defined in the SOW

Shipping/Storage

Containers/Purge

Carts – Option2 FM4

SOW 8.2 Prior to FM-4 PSR As defined in the SOW

Alignment Drill

Template-Sensor Unit

(Contractor)

SOW 8.2 Prior to FM-1 PSR As defined in the SOW

Alignment Drill

Template-Sensor Unit

(Observatory)

SOW 8.2 Prior to FM-1 PSR Spacecraft Contractor

Facility

Alignment Drill

Template-Electronics

Unit (Contractor)

SOW 8.2 Prior to FM-1 PSR As defined in the SOW

Alignment Drill

Template-Electronics

Unit (Observatory)

SOW 8.2 Prior to FM-1 PSR Spacecraft Contractor

Facility

Documentation in accordance with Attachment F-

Contract Data

Requirement List

Section J

Attachment F

As Defined in

Attachment F

As Defined in

Attachment F

26 Task Plans Section I

NFS 1852.216-80

As Required in Clause

NFS 1852.216-80

As specified in individual task orders

27 Reports of Work Section C

GSFC 52.235-91

As Required in Clause

GSFC 52.235-91

As specified in Clause

Section H

NFS 1852.235-73

NASA Financial

Management Reports

Section G

GSFC 52.242-90

Section G

NFS 1852.242-73

Attachment H

Monthly and

Quarterly in accordance with

Attachment H

Electronic Format/

Contracting Officer

(CO), Contracting

Officer’s Representative

(COR), Resource

Analyst (RA) &

Regional Finance Office

Material Inspection and Receiving Reports

(MIRR)

(DD Form 250)

Section E

NFS 1852.246-72

Section E

GSFC 52.246-94

At Time of Delivery

Hard Copy/CO, COR, and Receiving &

Inspection

Foreign Travel

Requests and Foreign

Travel Reports

NFS 1852.242-71

Attachment V

Foreign Travel

Requests–30 days in

Advance of Travel

Foreign Travel

Reports–Due within

10 business days of the completion of travel.

As specified in CO’s travel approval

Requests for

Government Property

NFS 1852.245-70

30 Days Prior to

Acquire Date Electronic Format/CO

Reporting of

Inventions

NFS 1852.227-72

NFS 1852.227-70

Interim Reports Every

12 Months (or sooner to preserve Patent

Rights) and Final

Report within 3

Months after Contract

Completion

Electronic or Hard Copy

Format/New

Technology

Representative or Patent

Representative

Small Business

Subcontracting Plan

Reporting

GSFC 52.219-90

Section I

NFS 1852.219-75

ISR–Semi-Annual

(April 30th and

October 30th) and

Final

SSR–Annual

(October 30th)

Electronic Format/

Electronic Subcontract

Reporting System

(eSRS) http://www.esrs.gov

Safety & Health Plan

FAR 52.236-13--

Alternate I

30 Days After

Contract Award

Electronic Format/CO

Safety & Health

Reporting

Section H

NFS 1852.223-70

Section H

NFS 1852.223-75

Section H

GSFC 52.223-91

Monthly/Quarterly

Reports and As

Required

NASA Mishap

Information System

(NMIS)

Personal Identity

Verification (PIV)

Documentation and

Reporting

GSFC 52.204-99

10th Day of the

Month and As

Required

Electronic Format and

Hard Copy/COR &

Code 240

Equal Opportunity

Reports

Section I

FAR 52.222-26

As Specified by FAR

52.222-26

Electronic Format/CO &

Code 120

Certificate of

Insurance

Section I

FAR 52.228-7

Section I

NFS 1852.228-75

As Specified by

FAR 52.228-7

Electronic Format/CO

Subcontract

Notification

FAR 52.244-2

30 Days Prior to

Subcontract Award

Date

Electronic or Hard Copy

Format/CO

IT Security

Management Plan

NFS 1852.204-76

30 Days after Contract

Effective Date &

Annual Updates As

Required

Electronic Format/CO

Diversity, Equity

Inclusion, and

Accessibility (DEIA)

Plan

Attachment T –

DEIA Plan Data

Requirements

Document (DRD)

Due 30 days after contract award as specified in

Attachment T

Electronic Format/CO as specified in Attachment

T

NOTE: Unless otherwise specified, “day” means “calendar day”.

NOTE: Shipping Class designations for Deliverable Items 2-21 are specified in D.1. All data deliverables, other than items 2-21, unless specified (electronic format, etc), are considered Class

IV and shall be shipped via the most advantageous commercial transportation means considered to be in the best interest of the Government.

(End of clause)

B.2 1852.216-85 ESTIMATED COST AND AWARD FEE (SEP 1993)

The estimated cost of this contract is TO BE PROPOSED. The maximum available award fee is

TO BE PROPOSED. Total estimated cost and maximum award fee are TO BE PROPOSED.

B.3 1852.232-81 CONTRACT FUNDING (JUN 2017)

(a) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government to this contract is $TO BE DETERMINED.

This allotment is for TO BE DETERMINED and covers the following estimated period of performance: TO BE DETERMINED.

(b) An additional amount of $TO BE DETERMINED is obligated under this contract for payment of fee.

B.4 GSFC 52.232-94 ESTIMATED COST INCREASES (DEC 2005)

(a) The Contractor shall notify the Contracting Officer in writing when the Contractor has reason to believe that the total cost for performance of this contract, or any individual task order, exclusive of any fee, will be either greater or substantially less than the total estimated cost stated in this contract or in the task order. Notification shall not be delayed pending preparation of a proposal.

(b) A proposal is required to support a request for an increase in the estimated cost of the contract or the task order. The proposal should be submitted as soon as possible after the above notification but no later than 115 days before the incurred costs are expected to exceed the estimated cost. This will allow adequate time for the Government to evaluate the proposal and to mutually establish any increase in estimated cost with the Contractor.

(c)(1) The proposal shall be submitted in the following format unless some other format is directed or approved by the Contracting Officer:

Incurred costs to date

Projected cost to completion

Total cost at completion

Current negotiated estimated cost

Requested increase in estimated cost

(2) The “projected cost to completion” shall consist of the following “other than cost or pricing data” unless the Contracting Officer requests or approves the submittal of a greater or lesser amount of information:

(i) Elements of cost with supporting detail for estimated direct labor hours, direct and indirect rates, materials and subcontracts, and other elements.

(ii) Supporting explanation for the increases and projections, sufficient for the

Government to understand the reasons for the increased estimated cost.

(END OF SECTION B)

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 GSFC 52.211-91 SCOPE OF WORK (FEB 2016)

The Contractor shall provide the personnel, materials, and facilities necessary to deliver LMX instruments, to support post-delivery, launch and post-launch activities for LMX instruments, and to furnish the items specified in Section B of this contract in accordance with the contract attachments in J.1.

C.2 GSFC 52.227-90 LIMITED RIGHTS DATA OR RESTRICTED COMPUTER

SOFTWARE (MAR 2008)

In accordance with the delivery requirements of this contract, all software data rights shall be delivered in accordance with the Rights in Data – General clause, specified elsewhere in this contract, except for the following: NONE

C.3 GSFC 52.235-91 REPORTS OF WORK (CORE) (AUG 2013)

(a) Monthly progress reports. The Contractor shall submit monthly progress reports of all work accomplished during each month of contract performance. Reports shall address the accomplishments and progress of all work performed the month being reported. The report shall be in narrative form and brief in content. The report shall include a description of technical accomplishments and status of deliverables. Also, the report shall provide a quantitative description of overall progress and identify any risks or problems, which may impede performance and proposed corrective actions. Also, the report shall have a discussion of the projected work activities to be performed during the next monthly reporting period.

(b) Final Report. The Contractor shall submit a final report that summarizes the results of the entire contract, including recommendations and conclusions based on the experience and results obtained. The final report should include, as appropriate, tables, graphs, diagrams, curves, sketches, photographs, and drawings in sufficient detail to comprehensively explain the results achieved under the contract.

(c) Submission. The Contractor shall submit the reports required by this clause as follows:

Copies Report Type Addressee Mail Code

1 M,F Contracting Officer (CO) 172

1 M,F Contracting Officer's Representative (COR) 417

[M=Monthly Report, F=Final Report]

(d) Submission dates. Monthly reports shall be submitted by the 15th day of the month following the month being reported. If the contract is awarded beyond the middle of a month, the first monthly report shall cover the period from award until the end of the following month. The final report shall be submitted within 30 days after completion of the contract.

(END OF SECTION C)

SECTION D - PACKAGING AND MARKING

D.1 1852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION (SEP 2005)

(a) The Contractor shall comply with NASA Procedural Requirements (NPR) 6000.1, “Requirements for Packaging, Handling, and Transportation for Aeronautical and Space

Systems, Equipment, and Associated Components”, as may be supplemented by the statement of work or specifications of this contract, for all items designated as Class I, II, or III.

(b) The Contractor's packaging, handling, and transportation procedures may be used, in whole or in part, subject to the written approval of the Contracting Officer, provided (1) the

Contractor's procedures are not in conflict with any requirements of this contract, and (2) the requirements of this contract shall take precedence in the event of any conflict with the

Contractor's procedures.

(c) The Contractor must place the requirements of this clause in all subcontracts for items that will become components of deliverable Class I, II, or III items.

D.2 1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT

EQUIPMENT (JAN 2011)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA

Technical Handbook (NASA-HDBK) 6003, Application of Data Matrix Identification Symbols to Aerospace Parts Using Direct Part Marking Methods/Techniques, and NASA Standard

(NASA-STD) 6002, Applying Data Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property: and, (2) contain the data and data format required by the standards. This requirement includes deliverable equipment listed in the schedule and other equipment when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer.

(b) Equipment shall be marked in a location that will be human readable, without disassembly or movement of the equipment, when the items are placed in service unless such placement would have a deleterious effect on safety or on the item's operation.

(c) Concurrent with equipment delivery or transfer, the Contractor shall provide the following data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

(4) An explanation of the data used to make the unique identification number.

(d) For equipment no longer needed for contract performance and physically transferred under paragraph (a) of this clause, the following additional data is required:

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the NASA center receiving activity listed below:

Goddard Space Flight Center

Building 35, Code 279

Greenbelt, MD 20771

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts that require delivery of equipment.

(END OF SECTION D)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

52.246-8 INSPECTION OF RESEARCH AND DEVELOPMENT - COST-

REIMBURSEMENT (MAY 2001)

E.2 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC

2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

Attachment E, Instrument Mission Assurance Requirements (IMAR)

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in -

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require -

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

(End of clause)

E.3 1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE

FUNCTIONS (OCT 1988)

In accordance with the inspection clause of this contract, the Government intends to perform quality assurance functions in accordance with the Attachment E, Instrument Mission Assurance

Requirements (IMAR)

(End of clause)

E.4 1852.246-72 MATERIAL INSPECTION AND RECEIVING REPORT (APR

2015)

(a) At the time of each delivery to the Government under this contract, the Contractor shall prepare and furnish a Material Inspection and Receiving Report (DD Form 250 series). The form(s) shall be prepared and distributed as follows:

(1) Via mail and marked "Advance Copy", one copy each to the Contracting Officer, the

Contracting Officer's Technical Representative (if designated in the contract), and to the cognizant Administrative Contracting Officer, if any.

(2) Via mail, the original and 1 copy (unfolded) to the shipment address (delivery point) specified in Section F of this contract. Mark the exterior of the envelope

"CONTAINS DD FORM 250". This must arrive prior to the shipment.

(3) With shipment in waterproof envelope (one copy) for the consignee.

(4) If the shipment address is not directly to the Goddard Space Flight Center (Greenbelt) or Goddard Space Flight Center (Wallops) central receiving areas, then one copy of the DD Form 250 must be provided (via mail) to one on the following addresses depending upon whether this contract is with GSFC Greenbelt.:

Receiving and Inspection (Code 279), Goddard Space Flight Center, Greenbelt, MD

20771.

(b) The Contractor shall prepare the DD Form 250 in accordance with NASA FAR Supplement

1846.6. The Contractor shall enclose the copies of the DD Form 250 in the package or seal them in a waterproof envelope, which shall be securely attached to the exterior of the package in the most protected location.

(c) When more than one package is involved in a shipment, the Contractor shall list on the DD

Form 250, as additional information, the quantity of packages and the package numbers. The

Contractor shall forward the DD Form 250 with the lowest numbered package of the shipment and print the words “CONTAINS DD FORM 250” on the package.

E.5 GSFC 52.246-93 ACCEPTANCE—LOCATION(S) (SEP 2013)

The Contracting Officer or authorized representative will accomplish acceptance at the following location(s):

Deliverable Item No. Location Authorized

Representative

3-22 Spacecraft Contractor Facility COR

The Contracting Officer reserves the right to designate other Government agents as authorized representatives. The Contractor will be notified by a written notice or by a copy of the delegation letter if other agents are authorized.

E.6 GSFC 52.246-94 MATERIAL INSPECTION AND RECEIVING REPORT NOT

REQUIRED (APR 1989)

NASA FAR Supplement clause 1852.246-72 of this contract requires the furnishing of a Material

Inspection and Receiving Report (MIRR) (DD Form 250 series) at the time of each delivery under this contract. However, a MIRR is not required for the following deliverable items:

All items except for 2-22 identified in Clause B.1.

E.7 GSFC 52.246-102 INSPECTION SYSTEM RECORDS (SEP 2013)

The Contractor shall maintain records evidencing inspections in accordance with the Inspection clause of this contract for six (6) years after delivery of all items and/or completion of all services called for by the contract.

(END OF SECTION E)

SECTION F – DELIVERIES AND PERFORMANCE

F.1 CLAUSES INCORORATED BY REFERENCE

52.242-15 STOP-WORK ORDER (AUG 1989) (ALTERNATE I) (APR 1984)

F.2 GSFC 52.217-92 PERIOD OF PERFORMANCE (JAN 2014)

The period of performance of the base contract shall be the effective date of the contract plus fifteen years beyond the date of the launch of Flight Model 2.

F.3 GSFC 52.247-95 SHIPPING INSTRUCTIONS--NON-CENTRAL RECEIVING

(FEB 2016)

Shipment of the items required under this contract shall be to:

Item Description Qty Address Marked For

2 Engineering Development Model (EDM) 1 As defined in

Attachment G

Code 418

3 Flight Model (FM) 1 1 Spacecraft Contractor

Facility

Code 418

4 Flight Model 2 1 Spacecraft Contractor

Facility

Code 418

5 Flight Model 3 (Option 1) 1 Spacecraft Contactor

Facility

Code 418

6 Flight Model 4 (Option 2) 1 Spacecraft Contractor

Facility

Code 418

7 Flight Software Development

Environment

1 As defined in the

SOW

Code 418

8 Ground Processing Demonstration

System

1 As defined in the

SOW

Code 418

9 Instrument Hardware Simulator (HIS) 1-S/C vendor

1-Ground vendor

2-NSOF

1-S/C Contractor

Facility

1-Ground Contractor

Facility

2-NSOF

Code 418

10 Instrument Software Simulator

Executable

1 As defined in the

SOW

Code 418

11 Instrument Software Simulator

Development Environment (SSDE)

1 As defined in the

SOW

Code 418

12 Electrical System Test Equipment

(Contractor’s Facility)

2 As defined in the

SOW

Code 418

Electrical System Test Equipment

(Observatory Contractor’s Facility)

1 Spacecraft Contractor

Facility

14 Lifting /Handling Fixtures for N/A As defined in SOW Code 418

Contractor’s Facility

15 Lifting/Handling Fixtures for

Observatory Facility

1 Spacecraft Contractor

Facility

Code 418

16 Shipping/Storage Containers/Purge Carts

– FM1

1 As defined in the

SOW

Code 418

17 Shipping/Storage Containers/Purge Carts

– FM2

1 As defined in the

SOW

Code 418

18 Shipping/Storage Containers/Purge Carts

Option 1 FM3

1 As defined in the

SOW

Code 418

19 Shipping/Storage Containers/Purge Carts

Option 2 FM4

1 As defined in the

SOW

Code 418

20 Alignment Drill Template-Sensor Unit

(Contractor)

1 As defined in the

SOW

Code 418

21 Alignment Drill Template-Sensor Unit

(Observatory)

1 Spacecraft Contractor

Facility

Code 418

22 Alignment Drill Template-Electronics

Unit (Contractor)

1 As defined in the

SOW

Code 418

23 Alignment Drill Template Electronics

Unit (Observatory)

1 Spacecraft Contractor

Facility

Compliance with this clause is necessary to assure verification of delivery and acceptance and prompt payment.

If any of the above shipping addresses are to the Goddard Space Flight Center, Greenbelt, Maryland delivery personnel must first stop at Receiving Officer Building 35 to provide a copy of the receiving report (DD 250) to Receiving personnel before making delivery to the on-site location(s) specified above. If this is a fixed price type contract, failure to provide the DD 250 to

Receiving may result in reduction or non-payment by the Government of any interest penalty under the Prompt Payment Act.

(END OF SECTION F)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

1852.227-86 COMMERCIAL COMPUTER SOFTWARE--LICENSING (APR

2015)

1852.242-71 TRAVEL OUTSIDE OF THE UNITED STATES (DEC 1988)

1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT-FURNISHED

PROPERTY (AUG 2015)

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

G.2 1852.216-77 AWARD FEE FOR END ITEM CONTRACTS (AUG 2016)

(a) The contractor can earn award fee, or base fee, if any, from a minimum of zero dollars to the maximum stated in NASA FAR Supplement clause 1852.216-85, “Estimated Cost and Award

Fee” in this contract. All award fee evaluations, with the exception of the last evaluation, will be interim evaluations. At the last evaluation, which is final, the Contractor's performance for the entire contract will be evaluated to determine total earned award fee. No award fee or base fee will be paid to the Contractor if the final award fee evaluation is “poor/unsatisfactory.”

(b) Beginning 6 months after the effective date of this contract, the Government will evaluate the

Contractor's interim performance every 6 months to monitor Contractor performance prior to contract completion and to provide feedback to the Contractor. The evaluation will be performed in accordance with the Performance Evaluation Plan to this contract. The Contractor may submit a self-evaluation of performance for each period under consideration. These self-evaluations will be considered by the Government in its evaluation. The Government will advise the Contractor in writing of the evaluation results. The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis.

(c)(1) Base fee, if applicable, will be paid in monthly installments based on the percent of completion of the work as determined by the Contracting Officer.

(2) Interim award fee payments will be made to the Contractor based on each interim evaluation.

The amount of the interim award fee payment is limited to the lesser of the interim evaluation score or 80 percent of the fee allocated to that period less any provisional payments made during the period. All interim award fee payments will be superseded by the final award fee determination.

(3) Provisional award fee payments will not be made under this contract pending each interim evaluation. If applicable, provisional award fee payments will be made to the Contractor on a

(not applicable) basis. The amount of award fee which will be provisionally paid in each evaluation period is limited to 80 percent of the prior interim evaluation score, except for the first evaluation period which is limited to 80 percent of the available award fee for that evaluation period. Provisional award fee payments made each evaluation period will be superseded by the interim award fee evaluation for that period. If provisional payments made exceed the interim evaluation score, the Contractor will either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the Contracting

Officer. If the Government determines that (i) the total amount of provisional fee payments will apparently substantially exceed the anticipated final evaluation score, or (ii) the prior interim evaluation is “poor/unsatisfactory,” the Contracting Officer will direct the suspension or reduction of the future payments and/or request a prompt refund of excess payments as appropriate. Written notification of the determination will be provided to the Contractor with a copy to the Deputy Chief Financial Officer (Finance).

(4) All interim (and provisional, if applicable) fee payments will be superseded by the fee determination made in the final award fee evaluation. The Government will then pay the

Contractor, or the Contractor will refund to the Government the difference between the final award fee determination and the cumulative interim (and provisional, if applicable) fee payments. If the final award fee evaluation is “poor/unsatisfactory”, any base fee paid will be refunded to the Government.

(5) Payment of base fee, if applicable, will be made based on submission of an invoice by the

Contractor. Payment of award fee will be made by the NASA Shared Services Center (NSSC) based on the issuance of a unilateral modification by the Contracting Officer.

(d) The Contracting Officer may direct the withholding of interim award fee payments until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the

Government's interest relative to an orderly and timely closeout of the contract. This reserve shall not exceed 15 percent of the contracts total potential award fee or $100,000, whichever is less.

(e) Award fee determinations are unilateral decisions made solely at the discretion of the

Government.

(End of clause)

G.3 1852.227-70 NEW TECHNOLOGY - OTHER THAN A SMALL BUSINESS FIRM

OR NONPROFIT ORGANIZATION (APR 2015)

a) Definitions. As used in this clause -

“Administrator” means the Administrator of the National Aeronautics and Space Administration

(NASA) or duly authorized representative.

“Made” means -

(1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or

(2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics.

“Nonprofit organization” means a domestic university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954

(26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code

(26 U.S.C. 501(a)), or any domestic nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

“Practical application” means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in the case of a machine or system;

and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

“Reportable item” means any invention, discovery, improvement, or innovation of the contractor, whether or not patentable or otherwise protectable under Title 35 of the United States

Code, made in the performance of any work under any NASA contract or in the performance of any work that is reimbursable under any clause in any NASA contract providing for reimbursement of costs incurred before the effective date of the contract. Reportable items include, but are not limited to, new processes, machines, manufactures, and compositions of matter, and improvements to, or new applications of, existing processes, machines, manufactures, and compositions of matter. Reportable items also include new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable or otherwise protectable under Title 17 of the United States Code.

“Small business firm” means a domestic small business concern as defined at 15 U.S.C. 632 and implementing regulations of the Administrator of the Small Business Administration. (For the purpose of this definition, the criteria and size standard adopted in the FAR Subpart 2.1 definitions for “small business concern” and for “small business subcontractor” will be used.)

“Subject invention” means any reportable item which is or may be patentable or otherwise protectable under Title 35 of the United States Code, or any novel variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.).

(b) Allocation of principal rights - (1) Presumption of title. (i) Any reportable item that the

Administrator considers to be a subject invention shall be presumed to have been made in the manner specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the National Aeronautics and Space Act (51 U.S.C. 20135(b)) (hereinafter “the Act”), and the above presumption shall be conclusive unless at the time of reporting the reportable item in accordance with paragraph (e)(2) of this clause the Contractor submits to the Contracting Officer a written statement, containing supporting details, demonstrating that the reportable item was not made in the manner specified in the Act.

(ii) Regardless of whether title to a given subject invention would otherwise be subject to an advance waiver or is the subject of a petition for waiver as described in paragraph (b)(3) of this clause, the Contractor may nevertheless file the statement described in paragraph (b)(1)(i) of this clause. The Administrator will review the information furnished by the Contractor in any such statement and any other available information relating to the circumstances surrounding the making of the subject invention and will notify the Contractor whether the Administrator has determined that the subject invention was made in the manner specified in paragraph (1)(A) or

(1)(B) of Section 20135(b) of the Act.

(2) Property rights in subject inventions. Each subject invention for which the presumption of paragraph (b)(1)(i) of this clause is conclusive or for which there has been a determination that it was made in the manner specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the Act shall be the exclusive property of the United States as represented by NASA unless the

Administrator waives all or any part of the rights of the United States, as provided in paragraph

(b)(3) of this clause.

(3) Waiver of rights. (i) Section 20135(g) of the Act provides for the promulgation of regulations by which the Administrator may waive all or any part of the rights of the United States with respect to any invention or class of inventions made or that may be made under conditions specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the Act. The promulgated NASA

Patent Waiver Regulations, 14 CFR part 1245, subpart 1, provide procedures for the Contractor to submit petitions (requests) for waiver of rights and guidance for NASA in acting on petitions for such waiver of rights.

(ii) As provided in 14 CFR part 1245, subpart 1, the Contractor may petition, either prior to execution of the contract or within 30 days after execution of the contract, for advance waiver of rights to any invention or class of inventions that may be made under a contract. If such a petition is not submitted, or if after submission it is denied, the Contractor (or an employee inventor of the Contractor) may petition for waiver of rights to an identified subject invention within eight months of first disclosure of invention in accordance with paragraph (e)(2) of this clause, or within such longer period as may be authorized in accordance with 14 CFR 1245.105.

(c) Minimum rights reserved by the Government.

(1) With respect to each subject invention for which a waiver of rights has been granted, the

Government reserves -

(i) An irrevocable, nonexclusive, nontransferable, royalty-free license for the practice of such invention throughout the world by or on behalf of the United States or any foreign government in accordance with any treaty or agreement with the United States; and

(ii) Such other rights as stated in 14 CFR 1245.107.

(2) Nothing contained in this paragraph (c) shall be considered to grant to the Government any rights with respect to any invention other than a subject invention.

(d) Minimum rights to the Contractor.

(1) The Contractor is hereby granted a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a subject invention in which the Government has title and in any resulting patent, unless the Contractor fails to disclose the subject invention within the times specified in paragraph (e)(2) of this clause. The Contractor's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the Contractor is a party and includes the right to grant sublicenses of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the Administrator except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(2) The Contractor's domestic license may be revoked or modified by the Administrator to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with 37 CFR part 404, Licensing of Government Owned Inventions. The Contractor's license will not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Administrator to the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.

(3) Before revoking or modifying the Contractor's license, the Contractor will be provided a written notice of the Administrator's intention to revoke or modify the license, and the Contractor will be allowed 30 days (or such other time as may be authorized by the Administrator for good cause shown) after the notice to show cause why the license should not be revoked or modified.

The Contractor has the right to appeal to the Administrator any decision concerning the revocation or modification of its license.

(e) Contractor's obligations.

(1) The Contractor shall establish and maintain active and effective procedures to assure that reportable items are promptly identified and disclosed to Contractor personnel responsible for the administration of this New Technology - Other Than a Small Business Firm or Nonprofit

Organization clause within six months of conception and/or first actual reduction to practice, whichever occurs first in the performance of work under this contract. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of the reportable items, and records that show that the procedures for identifying and disclosing reportable items are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of such procedures for evaluation and for determination as to their effectiveness.

(2) The Contractor shall disclose in writing each reportable item to the Contracting Officer within two months after the inventor discloses it in writing to Contractor personnel responsible for the administration of this New Technology - Other Than a Small Business Firm or Nonprofit

Organization clause or within six months after the Contractor becomes aware that a reportable item has been made, whichever is earlier, but in any event for subject inventions before any on sale, public use, or publication of such invention known to the Contractor. The disclosure to the agency shall identify the inventor(s) or innovator(s) and this contract under which the reportable item was made. It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical characteristics of the reportable item.

The disclosure shall also identify any publication, sale or offer for sale, or public use of any subject invention and whether a manuscript describing such invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the agency, the Contractor will promptly notify the agency of the acceptance of any manuscript describing a subject invention for publication or of any sale, offer for sale, or public use planned by the Contractor for such invention.

(3) The Contractor may use whatever format is convenient to disclose reportable items required in subparagraph (e)(2). NASA prefers that the Contractor use either the electronic or paper version of NASA Form 1679, Disclosure of Invention and New Technology (including computer software) to disclose reportable items. Both the electronic and paper versions of NASA Form

1679 may be accessed at the electronic New Technology Reporting Web site http://invention.nasa.gov.

(4) The Contractor shall furnish the Contracting Officer the following:

(i) Interim new technology summary reports every 12 months (or such longer period as may be specified by the Contracting Officer) from the date of the contract, listing reportable items during that period, and certifying that all reportable items have been disclosed (or that there are no such inventions).

(ii) A final new technology summary report, within 3 months after completion of the contracted work, listing all reportable items or certifying that there were no such reportable items, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts.

(5) The Contractor agrees, upon written request of the Contracting Officer, to furnish additional technical and other information available to the Contractor as is necessary for the preparation of a patent application on a subject invention and for the prosecution of the patent application, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions.

(6) The Contractor agrees, subject to paragraph 27.302(j) of the Federal Acquisition Regulation

(FAR), that the Government may duplicate and disclose subject invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause.

(f) Examination of records relating to inventions.

(1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whether -

(i) Any such inventions are subject inventions;

(ii) The Contractor has established and maintained the procedures required by paragraph (e)(1) of this clause; and

(iii) The Contractor and its inventors have complied with the procedures.

(2) If the Contracting Officer learns of an unreported Contractor invention that the Contracting

Officer believes may be a subject invention, the Contracting Officer may require the Contractor to disclose the invention to the agency for a determination of ownership rights.

(3) Any examination of records under this paragraph will be subject to appropriate conditions to protect the confidentiality of the information involved.

(g) Withholding of payment (this paragraph does not apply to subcontracts).

(1) Any time before final payment under this contract, the Contracting Officer may, in the

Government's interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of this contract, whichever is less, shall have been set aside if, in the Contracting

Officer's opinion, the Contractor fails to -

(i) Establish, maintain, and follow effective procedures for identifying and disclosing reportable items pursuant to paragraph (e)(1) of this clause;

(ii) Disclose any reportable items pursuant to paragraph (e)(2) of this clause;

(iii) Deliver acceptable interim new technology summary reports pursuant to paragraph (e)(4)(i) of this clause or a final new technology summary report pursuant to paragraph (e)(4) (ii) of this clause; or

(iv) Provide the information regarding subcontracts pursuant to paragraph (h)(4) of this clause.

(2) Such reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause.

(3) Final payment under this contract shall not be made before the Contractor delivers to the

Contracting Officer all disclosures of reportable items required by paragraph (e)(2) of this clause, and an acceptable final new technology summary report pursuant to paragraph (e)(4)(ii) of this clause.

(4) The Contracting Officer may decrease or increase the sums withheld up to the maximum authorized above. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any

Government rights.

(h) Subcontracts.

(1) Unless otherwise authorized or directed by the Contracting Officer, the Contractor shall -

(i) Include this clause (suitably modified to identify the parties) in any subcontract hereunder

(regardless of tier) with other than a small business firm or nonprofit organization for the performance of experimental, developmental, or research work; or

(ii) Include the clause at FAR 52.227-11, as modified by 1852.227-11, (suitably modified to identify the parties) in any subcontract hereunder (regardless of tier) with a small business firm or nonprofit organization for the performance of experimental, developmental, or research work;

and

(iii) Modify the applicable clause in any subcontract hereunder (regardless of tier) to identify the parties as follows: references to the Government are not changed, and in all references to the

Contractor, the subcontractor is substituted for the Contractor so that the subcontractor has all rights and obligations of the Contractor in the clause.

(2) In the event of a refusal by a prospective subcontractor to accept such a clause the Contractor

(i) Shall promptly submit a written notice to the Contracting Officer setting forth the subcontractor's reasons for such refusal and other pertinent information that may expedite disposition of the matter; and

(ii) Shall not proceed with such subcontract without the written authorization of the Contracting

Officer.

(3) In the case of subcontracts at any tier, the agency, subcontractor, and Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and NASA with respect to those matters covered by this clause.

(4) The Contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract hereunder (regardless of tier) by identifying the subcontractor, the applicable patent rights clause in the subcontract, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the

Contractor shall furnish a copy of such subcontract, and, no more frequently than annually, a listing of the subcontracts that have been awarded.

(5) The subcontractor will retain all rights provided for the Contractor in the clause of paragraph

(h)(1)(i) or (ii) of this clause, whichever is included in the subcontract, and the Contractor will not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.

(i) Preference for United States industry. Unless provided otherwise, no Contractor that receives title to any subject invention and no assignee of any such Contractor shall grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any products embodying the subject invention will be manufactured substantially in the

United States. However, in individual cases, the requirement may be waived by the

Administrator upon a showing by the Contractor or assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible.

(End of clause)

G.4 1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE

AND PATENT REPRESENTATIVE (APR 2015)

(a) For purposes of administration of the clause of this contract entitled “New Technology -

Other than a Small Business Firm or Nonprofit Organization” or “Patent Rights - Ownership by the Contractor,” whichever is included, the installation New Technology and Patent

Representatives identified at http://prod.nais.nasa.gov/portals/pl/new_tech_pocs.html are hereby designated by the Contracting Officer to administer such clause for the appropriate installation:

(b) Disclosures of reportable items and of subject inventions, interim new technology summary reports, final new technology summary reports, utilization reports, and other reports required by the applicable “New Technology” or “Patent Rights - Ownership by the Contractor” clause, as well as any correspondence with respect to such matters, shall be directed to the New

Technology Representative unless transmitted in response to correspondence or request from the

Patent Representative. Inquiries or requests regarding disposition of rights, election of rights, or related matters shall be directed to the Patent Representative. This clause shall be included in any subcontract hereunder requiring a “New Technology - Other than a Small Business Firm or

Nonprofit Organization” clause or “Patent Rights - Ownership by the Contractor” clause, unless otherwise authorized or directed by the Contracting Officer. The respective responsibilities and authorities of the aforementioned representatives are set forth in 1827.305-270 of the NASA

FAR Supplement.

G.5 1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (APR

2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD

Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC's Vendor Payment information Web site at:

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at

1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract's terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the…